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MCGRATH RENTCORP

For the period ended Jun 4, 2025. Filed Apr 22, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2025 · Filed Apr 22, 2025

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MGRC$125.02-1.9%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive Compensation Actually Paid (“CAP”) (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. See“Executive Compensation” in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

Year-end value of $100invested on 12/31/2019 in:
YearSummaryCompensationTable Total forJoseph Hanna$CompensationActually Paidto JosephHanna(1)(2)(3)$AverageSummaryCompensationTable Total forNon-CEONEOs(4)$AverageCompensationActually Paid toNon-CEONEOs(1)(2)(3)(4)$MGRC$S&P 500IndustrialsIndex$Net Income(in millions)$Pre-TaxIncome (inmillions)$
20245,337,4714,343,1651,409,6291,263,606162.65176.44231.7313.6
20234,771,8988,501,5971,249,9991,755,679171.07150.20174.6151.2
20223,121,1674,871,1841,029,8251,480,971138.54127.15115.1150.0
20213,261,6804,386,308969,8551,277,750110.13134.5289.7121.8
20202,668,3991,108,518857,107360,89290.04111.06102.0132.0

(1)

Deductions from, and additions to, total compensation in the“Summary Compensation Table” by year to calculate CAP include:

Joseph HannaAverage Non-CEONEOs
Total Compensation from Summary Compensation Table$5,337,471$1,409,629
Adjustments for Pension
Adjustment Summary Compensation Table Pension$—$—
Amount added for current year service cost$—$—
Amount added for prior service cost impacting current year$—$—
Total Adjustments for Pension$—$—
Adjustments for Equity Awards
Adjustment for Grant Date Values in the Summary Compensation Table$—$—
Grant Date Fair Value of Equity Awards Granted in Fiscal Year$(3,299,858)$(624,812)
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year$2,954,284$559,380
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years$(697,888)$(89,433)
Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year$—$—
Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year$(84,017)$(15,534)
Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year$—$—
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation$133,172$24,377
Total Adjustments for Equity Awards$(994,306)$(146,023)
Compensation Actually Paid (as calculated)$4,343,165$1,263,606

(2)

The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that as of the end of 2024, the fair value calculations of the PSUs granted in 2022 assumed a payout at maximum, and the PSUs granted in 2023 assumed a payout between target and maximum, in each case as compared to the grant date fair value calculations which assumed a payout at target.

(3)

Non-CEO NEOs reflect the average“Summary Compensation Table” total compensation and average CAP for the following executives by year:

2024: Pratt, Keith; Hawkins, Philip; Malek, Gilda; Van Trease, Kristina

2023: Pratt, Keith; Hawkins, Philip; Malek, Gilda; Van Trease, Kristina

2022: Pratt, Keith; Hawkins, Philip; Craft, Melodie; Van Trease, Kristina

2021: Pratt, Keith; Hawkins, Philip; Lieffrig, John; Craft, Melodie

2020: Pratt, Keith; Hawkins, Philip; Craft, Melodie; Van Trease, Kristina

Most Important Performance Measures

In our assessment, the most important performance measures used to link CAP (as calculated in accordance with the SEC rules) to Company performance are listed in the table below. The role of each of these performance measures in our executive compensation program is discussed in“Executive Compensation Program Design” in this Proxy Statement.

Performance Measures

Pre-Tax Income

Adjusted EBITDA

Descriptions of the Information Presented in the Pay Versus Performance Table

The illustrations below compare CAP (as calculated in accordance with the SEC rules) and the following measures:

(1)

the Company’s cumulative TSR and the S&P 500 Industrials Index’s cumulative TSR;

(2)

the Company’s Net Income; and

(3)

the Company’s Pre-Tax Income

Due to the mechanics of how CAP is calculated, fluctuations in stock price or TSR may have a greater impact on the CAP values than any single financial metric.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.